SCVO – Scottish Council for Voluntary Organisations
Forming a Voluntary Association
ABOUT THIS MODULE
This module is intended to guide you through the process of forming a voluntary
association. It incorporates a model constitution, reflecting the features that are most
commonly found in the constitutions of voluntary associations within the charity/
voluntary sector. Rather than suggesting a “sign here” approach, the module takes you
systematically through the model, identifying the main variables in turn - so that you can
make an informed decision on what does or does not fit with your intended purposes and
structure. It also includes some “bolt-on” clauses which you may or may not want to use,
again modelled on the most common variants within this sector.
Although we have provided a model constitution, it should be treated with some caution.
It may be tempting to simply take the model and fill in the blanks relating to your
organisation - but you may then find you end up with a document which does not work
for you, since every organisation has its own priorities and approach. The model has
been tried and tested but you should take the time to tailor it to suit your own
organisation, making use of the guidance notes and (if appropriate) the various “bolt-on”
clauses which we have provided.
There will always be organisations which demand very specialised provisions in their
constitution, and the level of confidence in carrying through a process of this kind will
differ very much from group to group. In general, though, the material in this module
should enable most steering groups to draft, adjust and finalise their constitution - and
proceed with the formation of the voluntary association - without needing the services of
a lawyer.
The main task associated with forming a voluntary association is, of course, the drafting
of the constitution. It is important that everyone in the steering group should think
carefully about the features which are to be embodied in the constitution - so that the
constitution is a real reflection of what people want to achieve, in relation to the structure
for the organisation. Similarly, people should feel free to build in to the constitution the
level of detail which they feel is appropriate. There will often be people on a steering
group who have had firsthand experience of issues which have arisen in the context of
other bodies, and this may mean that they may want to cover certain issues (eg.
adjourning of meetings) in much more detail than would be normal. Having said that, a
balance should be struck between trying to cover all possible eventualities on the one
hand, and having a manageable document to work with, on the other. There are two
further points which should be borne in mind:*
It is always possible to set out some of the more detailed provisions (so long as
they are not in conflict with what is set out in the constitution itself) in the form of
standing orders or policy statements. That is something which is quite commonly done in
relation to matters such as detailed voting arrangements and conflict-of-interest rules. It
should be recognised, though, that setting out provisions in documents which are separate
from the main constitution may make them less accessible - and/or may produce a rather
confusing picture for someone trying to understand how the procedures are meant to
operate.
*
The constitution can be changed at any time, providing the appropriate resolution is
passed at a meeting of the members. It is quite possible, therefore, to start off your
voluntary association with a very simple form of constitution, and then build in further
material (eg. provision for a membership subscription or more detailed categories in
relation to the people serving on the management committee), at a later stage. That
approach is certainly preferable to spending weeks and months in the very early stages of
a project in developing a very detailed framework for, say, elections to the management
committee, only to find out, further down the line, that in practice, many of the positions
on the management committee earmarked for particular interest-groups cannot actually
be filled. In the early stages of a project, your time is usually better spent in checking out
the viability of the project, pursuing funding applications and generally focussing more
on the practicalities of getting things going.
FIRST QUESTIONS
Before you start to draft the constitution, you should give careful consideration to some
preliminary issues:*
Is a voluntary association the right structure for the organisation?
*
Do you want to pursue charitable status?
*
Is there already a model constitution specific to your sector that you could adopt?
*
What outside organisations or agencies (if any) will want to vet your constitution?
*
At what stage should you involve the wider community and/or key partner bodies
in the development of the constitution?
*
At what stage - if at all - should you consult a support agency or lawyer?
These issues are addressed in turn below.
Is a voluntary association the right structure for the organisation?
There are a number of advantages and disadvantages associated with each type of legal
structure. If you have not made a final decision on the type of legal structure which
would be best for your organisation, you should refer to Module 1 for guidance.
Do you want to pursue charitable status?
Where an organisation is wanting to pursue charitable status, that will mean that the
terms of the objects clause (clause 2 in the model) will have to incorporate terminology
which can be accepted as representing valid charitable objects by IR Charities (the
agency which decides whether a Scottish organisation should be recognised as a charity –
see Appendix 2 for contact details). The remainder of the model constitution is drafted in
such a way as to fulfil the normal requirements for a voluntary association seeking
recognition as a charity. If charitable status was being pursued, the extent to which the
steering group could depart from the model in certain areas would be limited. Those
areas are identified in the detailed clause-by-clause commentary set out below.
Reference should be made to Module 5 – (Charitable status) for guidance in relation to
the advantages/ disadvantages of charitable status and the procedure for obtaining
recognition as a charity in Scotland.
Is there already a model constitution specific to your sector that you could adopt?
You may find, if you are working in a field which is supported by a regional or Scottish
(or UK) umbrella organisation, that a model constitution, tailored to meet the needs of
projects operating within your field, has already been developed. If there is an umbrella
organisation of that kind (or some other form of support agency) which you think might
have produced such a model, then an obvious first step would be to ask for a copy of that
model. There is really nothing to be gained by re-inventing the wheel. Having said that,
it would be as well to review the model against the commentary in this module to check
whether you are happy with it from a technical point of view. Beyond that, you should
always give some consideration to the question of whether there are any special
circumstances, specific to your project, which mean that something different from the
standard model would be more appropriate.
The contacts list (see Appendix 2) gives details of the main Scottish umbrella
organisations.
What outside organisations or agencies (if any) will want to vet your constitution?
In many cases, it will be a condition of funding for a project that the prospective funding
body approves the terms of the constitution. It is important, therefore, that you should
establish at an early stage what sort of features they would be looking for in the
constitution (and, from the other point of view, what features would be unacceptable to
them). If your organisation is to be affiliated to a regional/Scottish/UK body, then again
(irrespective of whether there is a standard model available), you should check what
would, or would not, be acceptable to them.
If there are outside organisations/agencies which will want to vet the constitution, it
would be advisable to let them see a copy of the final draft of the constitution (once the
steering group is happy with it) before it is finalised. Obviously, if any changes require
to be made to the draft constitution to meet comments from IR Charities, those changes
should, of course, also be referred to the outside organisation/agency involved.
At what stage should you involve the wider community and/or key partner bodies?
In practice, most steering groups consist of a relatively small number of people. From
one point of view, the smaller the number of people involved in the drafting and
adjustment of the constitution, the more quickly that process can be pursued. There is no
legal requirement for any steering group to involve the wider community through inviting
other people to join and/or holding public meetings. From a practical point of view,
though, if the organisation is intended to represent a particular community (whether a
geographical community or some form of community of interest - eg. people with a
particular disability), it would be advisable to establish the legitimacy (in an informal
sense) of the organisation and the people sitting on the initial management committee, by
having some form of wider consultation at an appropriate stage or stages. Again, many
prospective funding bodies will require evidence of the need for a particular project - and
details of any wider consultation which had been carried out could provide valuable
evidence to support a funding application.
A fairly common approach would be for an initial public meeting to be held at which the
principle of forming the organisation would be approved, and the initial members of the
steering group appointed. Once the steering group had developed the constitution to final
draft stage (and this had been approved by any relevant organisations/agencies - see
above), a further public meeting would be held, at which the terms of the constitution
would be approved and the members of the management committee would be elected.
From a technical point of view, that election would not have full legal validity since, by
definition, there could be no members casting the votes until the association had been
formed and people admitted as members, but it would nevertheless be seen to represent a
democratic process.
Having said all that, there are many projects which are driven by a small number of
committed people, and where no wider meeting is held until the first annual general
meeting of the organisation; even then, the number of members beyond those sitting on
the management committee may be fairly small. As noted above, there is no legal
obstacle to that.
If there will be outside bodies with which the organisation will have close contact in
carrying out its activities, again it would be sensible to bring them into the process at an
appropriate point, to ensure that they are happy with the way in which the structure is
developing. In certain cases, it might be appropriate to reserve a seat on the management
committee for people nominated by a key partner body. Obviously, there is no point in
writing something of that kind into the constitution unless you are sure that the partner
body in question will want to have that sort of representation (rather than, say, a person
attending meetings as an observer).
At what stage - if at all - should you consult a support agency or lawyer?
As noted above, the material in this module has been designed to be as user-friendly as
possible, and, apart from the issues which are covered in Module 1 - (Choosing a legal
structure) and Module 5 - (Charitable status), it does not assume any prior knowledge of
the subject matter. Nevertheless, it should be recognised that guidance of this kind
cannot cover each and every possible eventuality. If you are in any doubt as to the
appropriateness or otherwise of any variations from the model which you are proposing
to make, it would be sensible to obtain outside advice. If there is any appropriate support
agency which may be able to help, then that would obviously represent the cheapest
option. Details of the main Scottish support agencies are given in the contacts list (see
Appendix 2). If you are proposing to consult a solicitor, be aware that there are only a
limited number of solicitors in Scotland who deal regularly with the drafting of legal
structures for charitable/voluntary sector bodies. It would be best to go to a solicitor who
has been specifically recommended to you as being someone with specialist expertise in
this field. Alternatively, the Law Society of Scotland (see Appendix 2) will be able to
supply you with details of appropriately experienced solicitors/firms.
If you are seeking charitable status, then unless your objects clause - and the aims and
activities which you will be pursuing in practice - are entirely the same as some other
body which you know has recently been recognised as a Scottish charity, it might well be
best, in the interests of avoiding delay in relation to that part of the process, to ask a
suitably experienced solicitor to check the final version of the draft before sending it to
IR Charities.
UNDERSTANDING THE STRUCTURE
The model constitution contains a lot of material. Rather than starting at clause 1 and
going through the constitution on a clause-by-clause basis, it is best to start off your
thinking in relation to the constitution by concentrating on the key areas. For most
projects, these will be as follows:*
the name
*
the objects
*
the qualifications for membership
*
the composition of the management committee.
Name
The steering group will, of course, have to think of a suitable name for the organisation.
You should not, of course, use the word “Limited” in the name but, other than that, there
are no technical restrictions which are likely to be a problem.
One area to check, though, is whether there is some other organisation in existence which
operates under a similar name. In terms of the general legal principles, the other
organisation could, in those circumstances, raise a court action against the new
organisation on the grounds of “passing-off” i.e. on the basis that the public were being
misled, through the similarity in the names, into thinking there was some connection
between the two organisations. It would not be necessary in that context for the existing
organisation to be able to prove that there had been a deliberate intention on the part of
the new organisation to mislead people. From a practical point of view, the best course
of action would be to check for similar names in any directory or database listing
local/national voluntary organisations (this may be available from SCVO and/or your
local Council for Voluntary Service (CVS), the telephone book, and the index of Scottish
charities kept by SCVO). Ideally, you should also check the register of companies at
Companies House, even if you are not setting up a company. The extent of the
investigations which you carry out in relation to other organisations will depend on your
perception of the likelihood or otherwise of a challenge. If the name you have chosen is
very unusual and/or if the organisation will be operating only within a small geographical
area, the question of conflict with an existing organisation in relation to the name will not
be a significant issue for you.
If there is an existing organisation with a similar name, but you think that they are
unlikely to object, then the best course of action would be to obtain a letter from them to
that effect, just in case a different view is taken in the future if new people come onto the
board or management committee of that other body.
Objects
The constitution should set out clearly the main objects of the organisation. It is
important that these are carefully drafted so as to reflect the aims which the organisation
will be pursuing in practice.
If the organisation will be applying for charitable status, then unfortunately the choice of
terminology will be limited by the need to stay within the confines of what are regarded
as traditional charitable objects. To take one example, while concepts such as “social
exclusion” are now widely accepted in a political context and have a reasonably welldefined meaning within the voluntary sector, IR Charities would take the view that
activities under that heading could extend beyond the charitable field, and therefore the
objects would have to be phrased by reference to “relief of poverty” and other traditional
charitable heads.
As a general principle, and irrespective of whether charitable status is being pursued, the
objects clause has two main aspects. It guides future management committees in relation
to the range of activities which the organisation should pursue and it identifies for those
dealing with the organisation what the organisation is set up to do. This could include
people considering whether or not to join as members and, importantly, bodies which are
considering whether to provide funding. You may find that including certain
terminology will improve the prospects of obtaining grant funding and/or other forms of
support, and that may represent part of the consultation with outside organisations or
agencies referred to above.
Some guidance in relation to the sort of wording which is appropriate for an objects
clause can be obtained through looking at the objects clauses of other bodies operating in
a similar field. There are two points to watch, though, in taking that approach:*
It is very important that the wording which is used in your constitution does
accurately reflect the aims and activities which the organisation will be pursuing in
practice. It would be highly inadvisable to adopt a particular form of words as a
“passport” to charitable status or particular sources of grant funding if in fact those aims
were not being pursued.
*
Many objects clauses contain very old-fashioned language and/or redundant
material, and it is worth considering whether, even if the general message is the same, an
element of “translation” into modern language would be useful.
With the above caveats in mind, if you are struggling to find a suitable form of wording
for your objects clause, you may find inspiration in the Register of the Charity
Commission for England and Wales (see Appendix 2). By searching their online
Register under words applicable to the activities you aim to pursue, you should be able to
identify the brief details of similar organisations and view the contents of their objects
clauses.
Qualifications for membership
A voluntary association is effectively a two-tier structure, best understood by reference to
the types of decision which can be taken at each level, as follows:*
the members - who attend the annual general meeting (and any special general
meeting) and have power to take certain fundamental decisions (eg. making alterations to
the constitution itself and resolving to dissolve the organisation); in addition, the
members elect people to serve on the management committee
*
the management committee - who hold regular meetings during the period between
annual general meetings, and generally control and supervise the activities of the
organisation; in particular, the management committee is responsible for monitoring the
financial position of the organisation.
Despite appearances, it is the members of a voluntary association - rather than the
management committee - who have ultimate control, from the point of view of the legal
structure. It is very important, therefore, that careful consideration should be given to the
question of who should be eligible for membership.
There are a number of issues which you should think about:
*
Should the qualification relate to being a resident of the local area or is something
else more appropriate?
*
Should bodies, as distinct from individuals, be entitled to be members?
*
Should the management committee have power to veto any application for
membership?
*
Should someone who no longer fulfils the qualifications automatically cease to be a
member?
In considering issues of that kind, one difficulty for the steering group may be that, at the
outset, they are not sure who would be interested in becoming involved in the
organisation beyond the people who are already sitting on the steering group itself. It
should be recognised, though, that what the constitution has to address is the position
which might apply two or three years down the line, and that what has to be pinned down
in the constitution is the general category of people (and/or outside bodies) who should
be able to exercise the powers of the members referred to above.
Some guidance in relation to the main points which are likely to be relevant is set out
below.
Should the qualification relate to being a resident of the local area or is something else
more appropriate?
In the case of community-based organisations, the qualification for membership may be
that the person applying for membership lives or works within the area which the
organisation is intended to serve and this might be defined, if necessary, by reference to a
plan (or possibly postcodes). In other contexts, the relevant qualification might be
something unrelated to where the person lives eg. the qualification might be that the
person applying for membership suffers from a particular medical condition or cares for
someone with that condition.
It is possible to have quite narrow membership qualifications, although care should be
taken, if the intention is to pursue charitable status, that the organisation does not appear
to be serving only the needs of its own members. Equally, the membership qualification
could be very wide (e.g. “any person who wishes to support the aims and activities of the
association”). The disadvantage with that approach is that it eliminates an initial filter in
relation to applications for membership. Effectively, therefore, the organisation would
then be relying on the management committee’s right of veto in relation to new
applications for membership to prevent imbalance in the make-up of the membership i.e.
to prevent a situation where a community-based organisation ended up with a
membership which consisted mainly of people living outwith the local area.
A further aspect which may be of relevance to certain organisations is the question of age
and junior membership. The legal principles in this area are not particularly well-defined
- but the safest course, from the point of view of avoiding any possible technical
challenge, would be to restrict admission to people who were 16 or over. Clearly, that
might be considered inappropriate in the context of an organisation which was concerned
with the needs of young people. If there is a strong feeling that young people should
participate in decision making within the organisation, then one possibility would be to
allow people under 16 to join as members of the organisation (but acknowledging that
this could in theory be the subject of technical challenge) who would, in turn, elect young
people as representatives to attend management committee meetings - but with a specific
statement that they would not be members of the management committee, and would not
have a vote. It should, of course, also be borne in mind that there could be scope for
participation by young people in various forms of sub-committee, such that they could
still have an element of influence over decision making without being full members of
the management committee. The same considerations could also come into play in
relation to e.g. an organisation which worked with people with learning difficulties.
Should bodies, as distinct from individuals, be entitled to be members?
You should also give some consideration to the question of whether bodies, as distinct
from individuals, should be entitled to be members of the organisation. Certainly, the
concept of local bodies having a vote in relation to issues of the kind described above
may be considered quite appropriate. In some cases, the membership of a voluntary
association may consist solely of other bodies. It should be recognised that having bodies
as members does complicate matters so far as the legal structure is concerned:*
A body which is an incorporated body (i.e. recognised by the law as being a legal
entity) can become a member of a voluntary association in its own name - but the
constitution would have to be altered so as to reflect the concept that the body in question
would be entitled to authorise some person to come along to general meetings (meetings
of members) to vote on behalf of that body.
*
An unincorporated body is not a legal entity in its own right, and therefore cannot
technically be a member of a voluntary association in its own name. It would therefore
be necessary for the constitution to refer to a body of that kind as nominating someone
for membership, and it would be that individual who would then be entered in the register
of members as a member of the association. The constitution could then go on to say that
an unincorporated body would be entitled to remove its representative, and nominate
some other person for membership, at any time.
Some bolt-on provisions allowing for membership by incorporated bodies (Supplement
1) and unincorporated bodies (Supplement 2) are included in this module.
Should the management committee have power to veto any application for membership?
Irrespective of the particular membership qualifications, it would be normal for the
constitution to state that the management committee would still have power to approve or
reject any application for membership - and that is reflected in the model. While that
provision might seem undemocratic, it does represent an important safeguard against the
possibility of some quite unsuitable person or body joining the organisation with the sole
intention of damaging the organisation’s interests. It also allows the management
committee to exercise a common-sense level of control in a situation where, for example,
half a dozen applications for membership are received at one time from the members of a
single family.
Should someone who no longer fulfils the qualifications automatically cease to be a
member?
Once the steering group is happy about what should appear in the constitution with regard
to qualifications for membership, a decision then has to be taken on whether someone
who ceases to fulfil those qualifications should automatically cease to be a member. The
most obvious case would be where the qualification for membership is that the person
lives within a defined area i.e. should s/he remain a member if s/he moves out of the
area? From one point of view, it might seem anomalous that someone applying for
membership should be debarred because s/he does not live in the area, while the
membership list continues to include someone who moved outwith the area some years
before. Against that, there is the argument that provided someone continues to take an
interest in the work of the organisation, s/he should not be excluded from membership on
the grounds of where s/he lives.
Composition of the management committee
The management committee’s role is to control and supervise the activities of the
organisation. It will meet on a regular basis, most commonly once a month, to receive
reports (whether written or verbal) from members of staff, discuss important issues which
have arisen, plan for the future and, importantly, monitor the financial position of the
association. Some careful thought, therefore, should be given to the composition of the
management committee.
There are a number of issues to be considered:*
What should be the maximum number of management committee members?
*
Should all management committee members be subject to election/re-election
procedures?
*
Should all members of the management committee retire from office each year?
*
Should there be a maximum period in office for management committee members?
*
Are there any outside bodies which should be named as having power to nominate
people to serve on the management committee?
These issues are addressed below.
What should be the maximum number of management committee members?
The maximum number should be set at a level which allows for an appropriate level of
representation and, if appropriate, reflecting the right balance as between different
interest-groups and/or stakeholders, but the number should not be set so high that
effective decision-making becomes difficult.
In certain cases, it might be felt appropriate to split up the management committee
members into categories so as to allow for separate voting procedures for each category
and/or to ensure that each of the key interest-groups (or stakeholders) has an appropriate
level of representation at management committee level. For example, members from
Area A may elect two members of the management committee to represent their interests
while members from Area B may elect three members of the management committee.
You should appreciate, though, that this does introduce a level of additional complexity.
Should all members of the management committee be subject to election/re-election
procedures?
It would be usual to provide that at any annual general meeting, any member of the
association could put himself/herself forward for election as a management committee
member. Similarly, existing management committee members must put themselves
forward for re-election by the members, either annually or perhaps at intervals of three
years (see below). The concept here is that although the members cannot, for practical
reasons, all contribute directly to decision-making at management committee level, they
should nevertheless have input into the question of who should be taking such decisions.
Having said that, there is quite often a separate category of management committee
members who are not elected by the membership but are co-opted by the other members
of the management committee on the basis either that they have special expertise which
would be of assistance to the management committee or that they represent outside
bodies with which the association has close contact. The usual procedure in relation to
management committee members within that category would be for the management
committee itself to decide, immediately following each annual general meeting, whether
a co-option should be made. Examples would include a decision as to whether a local
businesswoman should be appointed to the management committee so that they had the
benefit of her financial skills or whether, for example, the links with the local community
council should be strengthened by inviting on to the management committee someone
nominated by the community council. If you feel that something along those lines would
be appropriate, then you should include the appropriate provisions (see Supplement 3) in
the constitution. Alternatively, you might consider the possibility of simply inviting
people to attend management committee meetings but without having a vote.
Should all the members of the management committee retire from office each year?
The model constitution provides that all of the management committee members must
retire from office each year, but will then be eligible for re-election. That approach has
the benefit of allowing the maximum opportunity for new people to come on to the
committee. There is, however, a risk of loss of continuity under that arrangement. It
would be possible for a completely different set of people to be elected at the annual
general meeting, so that all the knowledge built up by the previous management
committee would be lost. If the steering group has concerns of that kind, the constitution
could be altered so as to provide that only a proportion of the management committee
would retire from office each year. The most common arrangement would be for this to
be set at one-third (to the nearest round number) of the management committee (but
excluding for this purpose, the management committee members who are co-opted on the
basis of special expertise or as representing outside bodies (who would all retire each
year under a different clause)). Some specimen provisions are set out in Supplement 4.
Should there be a maximum period in office for management committee members?
The steering group may feel that even if the members are willing to re-elect someone as a
management committee member, the constitution should debar him/her from continuing
to serve once s/he has been on the management committee for, say, five years i.e. so as to
ensure that “new blood” is introduced from time to time. Some bolt-on provisions are set
out in Supplement 5.
Are there any outside bodies which should be named as having power to nominate people
to serve on the management committee?
If there are key partner bodies involved in the project, they may insist on having a built-in
right to representation on the management committee. Irrespective of that, the steering
group itself may feel that it would be desirable to build in that sort of representation, so as
to emphasise the continuing link between the two bodies. Obviously, before inserting a
provision of that kind, the steering group should confirm that the body (or bodies) in
question are comfortable with the idea of their nominee being directly involved in
decision-making, as distinct from attending management committee meetings as an
observer or in an advisory capacity. Suggested provisions are included in this module as
Supplement 6.
DRAFTING YOUR CONSTITUTION
Once you are clear about the key features to be reflected in the structure, you can then
turn your attention to the detail.
What follows is a clause-by-clause commentary on the model constitution. For many
clauses, you will want to leave the wording as it stands and the comments are really
intended only to explain what the clause is there for. In the case of other clauses, there
are decisions to be made as between alternative possibilities.
Notes on specific clauses
1. See comments under the heading "Name" in UNDERSTANDING THE
STRUCTURE.
2. See comments under the heading "Objects" in UNDERSTANDING THE
STRUCTURE.
3. It is often useful - particularly in a case where the need to obtain charitable status limits
the type of wording which can be used in clause 2 - to set out a brief outline here in
paragraph (a) of the main activities which the association will be carrying on in practice.
The remainder of clause 3 sets out a range of powers which will be appropriate for most
projects. The steering group may feel that there is no immediate prospect of certain of the
powers being used in practice. Nevertheless it is usually best to keep the full set of
powers, rather than delete items from the list in case the power is needed at a future date.
You should bear in mind that including reference to a particular power does not mean
that the organisation has to exercise that power in practice e.g. the fact that clause 3
includes a power to accept gifts does not in any way force the organisation to accept a
gift in the future where the management committee felt that this would be inappropriate
in the circumstances for ethical or other reasons.
It should be borne in mind that it might be necessary in some cases to add in some further
powers to clause 3.
4. This is really only intended as general guidance, to help people understand the
distinction between the members and the management committee. It is not intended to list
each and every aspect of the respective roles of the members and management
committee.
5. See comments under the heading of "Qualifications for membership" in
UNDERSTANDING THE STRUCTURE.
6. The prohibition on employees being members of the association is usual in the context
of voluntary sector bodies. If you are applying for charitable status, it is likely to cause
difficulty if you modify this clause.
7. It is important, by reference to the legal principles, that there should be some written
record of people having agreed to become members. The application for membership
could be kept very simple.
8, 9 See comments under the heading of "Should the management committee have power
to veto any membership application" in UNDERSTANDING THE STRUCTURE.
10. It is, of course, quite possible to include a set of provisions which cover the collection
of an annual membership subscription, if that is felt appropriate. Some suggested
provisions are included as Supplement 7. Membership subscriptions do not normally
represent a significant source of income for the association. However, requiring the
members to pay an annual membership subscription does represent quite a useful way of
ensuring that you do not build up a long list of "sleeping" members on the register of
members - who still have to be sent notices of the AGM - who have not actually had any
involvement with the association for a period of years. If people do not pay their
membership subscription within a defined period they can be expelled from membership.
An alternative arrangement might be to provide for annual re-registration i.e. where
people have to send back a form re-registering as members, otherwise they will lose their
membership.
11. This is a useful reminder of the need to maintain a proper register of members. It will
be much easier to send out the notices of the AGM etc if there is an organised list. The
list could be kept on a computer, rather than on paper, providing people are careful to
keep back-ups. It should be noted that if you are holding more than basic name and
address information about members or if sensitive data about members can be inferred
from their membership (eg medical condition or religious affiliation) you may need to
obtain specific permission from each member to process the data. For more information
about the provisions of the Data Protection Act 1988, contact the office of the
Information Commissioner (formerly the Data Protection Commissioner - see Appendix
2 for details).
12. Again, the notice withdrawing from membership should be kept simple.
13. It would be possible to delete clause 13 to simplify the constitution. We would
recommend, though, that it be retained, even where the steering group is fairly confident
that the level of membership will be small. The procedure laid down by the model refers
the question of expulsion to a meeting of the members, rather than this being something
which the management committee can do itself. That is intended to reflect the possibility
that the management committee might be wanting to expel someone specifically because
s/he was raising legitimate points of concern. The requirement to specify the grounds for
expulsion and to allow the member concerned to be heard on the resolution reflect the
principles of natural justice and the procedure could (at least in theory) be subject to
technical challenge if those elements were deleted.
14. Again, in most cases, it will not be particularly appropriate to have an AGM during
the year in which the association is formed - but, if the steering group is being formed in
the early part of a calendar year, or if the steering group feels that there should be an
early AGM so that democratic elections to the management committee can be held, the
wording in brackets could be omitted.
16. It may be felt that if sufficient people among the membership feel strongly that a
special general meeting should be held, they should be able to compel the management
committee to convene a special general meeting to consider that issue. A situation of that
kind occurs only very infrequently and it is for that reason that provisions giving the
members that right have been omitted from the model. If the steering group feels that
provisions of this nature should be included in the constitution, the material in
Supplement 8 should be incorporated.
20. The quorum for general meetings (meetings of members) should be set at a level
which means that a reasonably representative sample of the membership would have to
be present before the general meeting could proceed. Equally, though, it would be
inadvisable to have too high a quorum, otherwise this can cause frustration and
inconvenience where general meetings have to be reconvened, and people persuaded to
attend, in order to make up the quorum. The quorum can be expressed as a specified
proportion of the membership. If so, it may be appropriate to specify a minimum
threshold (e.g. a quorum of one-third might seem appropriate if the steering group is
anticipating 60 members, but it produces an inappropriate result where there are in fact
only 6 members!). The other question is an upper threshold - e.g. if the membership were
600 members, it is quite unlikely that as many as 200 would turn up in person at the
AGM.
22. If the association is to have a vice-chair (this could be added in to clause 35), then it
would be possible for the provisions to be extended so as to refer specifically to the vicechair taking the role of chairperson if the chair is not present. The provisions then become
rather more complicated, though, since you still have to cover the possibility that neither
the chair nor the vice-chair might be present.
24. It would be possible to provide for voting by proxy. Certainly, proxy voting would be
appropriate where the "catchment area" so far as the membership is concerned, is quite
wide and/or where it is felt that people with mobility difficulties should not be debarred
from participating in general meetings. The disadvantages are that proxy voting
introduces further complication and a greater amount of administration (particularly if
proxy cards are sent out with the notices of meeting). Also, there is a risk that a particular
faction might go round the members individually in advance of the meeting to collect
proxy votes, without those members having the opportunity to hear the arguments for and
against the resolutions at the general meeting. A set of provisions covering proxy voting
is included as Supplement 9.
25. It is quite possible, of course, to provide specifically that the chairperson will not
have a casting vote, if that is preferred.
28 to 32 See comments under the heading of "Composition of the management
committee" in UNDERSTANDING THE STRUCTURE. In relation to article 29, there is
no requirement here to state specifically that an employee of the association is not
eligible to serve as a member of the management committee since an employee of the
association cannot, in terms of clause 6, be a member of the association. If, however,
alternative provisions are introduced (eg. some of the bolt-on provisions included in this
module) whereby non-members may serve on the management committee, then, in the
case of an association which is wanting to pursue recognition as a charity, you should
ensure that there is a prohibition on employees serving on the management committee.
Appropriate wording for a prohibition of that kind is included in the relevant bolt-on
provisions. It should be mentioned that in exceptional cases IR Charities might be
prepared to accept a key employee (eg. project director or equivalent) serving on the
management committee providing this could be justified as being of significant benefit to
the charity from the point of view of improving its management and administration…and
if that were being pursued, then appropriate adjustments would require to be made to the
draft constitution.
33. The period in paragraph (b) could be adjusted to suit whatever the steering group felt
was appropriate. The same applies in relation to the reference to three consecutive
meetings in paragraph (f). In relation to that latter point, it will be noted that, under the
wording in the model, someone who is absent for more than three consecutive meetings
will not automatically vacate office; rather, it is up to the management committee to
decide whether or not to remove him/her.
34. See comments on clause 11
36. It would be possible to provide that someone who had held a particular office for a
specified time (e.g. three successive years) would not be eligible for re-appointment until
a further year had elapsed.
40 to 44 Although the provisions here may seem fairly complicated, the question of
conflict-of-interest is seen as increasingly important within the voluntary sector as in
other sectors and it is useful to have clear guidance within the constitution. Indeed, as a
matter of best practice, the management committee should develop a more detailed set of
conflict-of-interest rules once the association is up and running. The steering group may
also have its own views on how wide the scope should be in relation to conflict-ofinterest e.g. they may feel that clause 41 should be extended so as to cover a situation
where a person was a member of the management committee/board of another voluntary
sector body which was competing for the same grant funding.
46. Again, it could be stated that the chairperson of the meeting would not have a casting
vote.
47. A figure has to be stated in relation to the quorum for meetings of the management
committee. As with the quorum for general meetings, a balance has to be struck between
the objective of ensuring that decisions are not being taken by a very small number of
people on the one hand, and, on the other hand, not paralysing the association through
being unable to take valid decisions because of difficulties in gathering a quorum. The
proposed figure for the quorum should be compared against the figure which has been
decided upon in relation to the maximum number of committee members. Importantly,
though, it should also be reviewed against people's expectations with regard to how many
of the places on the management committee are likely to be filled at any given time, and
the likely level of turnout.
49. Again, it would be possible to refer to the vice-chair if appropriate (see comments on
clause 22).
51, 52 See comments above in relation to clauses 40-42.
56 & 57 For technical reasons, it is quite important to pin down in the constitution the
arrangements which are to apply in relation to bank/building society accounts and
holding title to property. Care should be taken, therefore, in making any adjustments to
the terms of clauses 56 and 57.
63. If the association itself is not a charity, then it would be possible to provide that the
assets on a winding-up could be transferred to a non-charitable body i.e. the word
"charitable" could be deleted.
64. The terms of clause 64 reflect one of the requirements for a body seeking recognition
as a charity and therefore should not be altered where the association is to be a charitable
body.
66. This clause should, of course, be omitted if the association will not in fact be a
charity.
67. Again, this clause will not be applicable if there is no reference to "charitable" or
"charity" within the wording of the constitution.
[NOTE: The use of numbering such as "39A", "39B" etc. in the bolt-on provisions is
intended simply to clarify where additional provisions are to be inserted. In the above
example the bolt-on provisions would appear after clause 39 but before clause 40. Once
the draft has been fully assembled, all clauses should be numbered through in the normal
manner (e.g. 39A would become 40, 39B would become 41 and 40 (old numbering)
would become 42); cross-references should be altered accordingly].
FORMING THE ASSOCIATION
Once you have prepared a first draft of the constitution, you should circulate copies
among the steering group so that everyone has the opportunity to comment on the
detailed wording. It would also be an appropriate time to re-visit the issues set out under
FIRST QUESTIONS above and, in particular, ensure that any relevant outside
organisations/agencies, the wider community and/or key partner bodies are brought into
the process of adjusting and finalising the constitution. In recognition of the workload
which outside agencies (particularly IR Charities) have to process, it would be wrong to
submit the draft to them until it could be regarded, so far as the steering group is
concerned, as being in more or less final form.
As and when the draft is finalised, the process of forming the association simply involves
convening a meeting of the steering group at which the constitution is formally adopted.
The full name and address of each of the initial members of the management committee
and the position within the association to be held by each, (i.e. “chair”, “treasurer” or
simply “management committee member”, as appropriate) should also be inserted.
Finally, each of the initial members of the management committee should sign opposite
his/her name and the date of adoption should be inserted. It is not, of course, essential
that all of the initial members of the management committee should sign the constitution,
as additional members can readily be appointed to the management committee after the
association is formed (and, indeed, it simplifies the mechanics of obtaining signatures if
the number is kept fairly small). Having said that, sufficient people should sign to form a
quorum for the first meeting of the management committee.
If the association is pursuing recognition as a charity, a certified copy of the constitution
should be submitted to IR Charities; reference should be made to Module 5 - (Charitable
status) for further details.
The final copy of the constitution should be carefully preserved. Each of the members of
the management committee should be given a copy for future reference and a copy
should also be sent to any accountant engaged by the association.
MODEL CONSTITUTION
CONSTITUTION
of
[
]
(adopted on [
])
CONTENTS
GENERAL
name, objects, powers, general structure
clauses 1-4
MEMBERS
qualifications, application, subscription, register, withdrawal, expulsion
clauses 5-13
GENERAL MEETINGS (meetings of members)
general, notice, procedure
clauses 14-27
MANAGEMENT COMMITTEE
maximum number, eligibility, election/ retiral/re-election, termination of office, register,
office bearers, powers, personal interests
clauses 28-44
MANAGEMENT COMMITTEE MEETINGS
procedure
clauses 45-52
ADMINISTRATION
committees, operation of bank accounts etc., minutes, accounting records and annual
accounts, notices
clauses 53-61
MISCELLANEOUS
dissolution, alterations to the constitution, interpretation, initial management committee
members
clauses 62-68
Name
1. The name of the association is "[insert name]".
Objects
2. The association's objects are:
[insert objects, listed as (a), (b), (c) etc if appropriate]
Powers
3. In pursuance of the objects set out in clause 2 (but not otherwise), the association shall
have the following powers:(a) [insert reference to main activities]
(b) To carry on any other activities which further any of the above objects.
(c) To purchase, take on lease, hire, or otherwise acquire, any property or
rights which are suitable for the association's activities.
(d) To improve, manage, develop, or otherwise deal with, all or any part of
the property and rights of the association.
(e) To sell, let, hire out, license, or otherwise dispose of, all or any part of
the property and rights of the association.
(f) To borrow money, and to give security in support of any such borrowings
by the association.
(g) To employ such staff as are considered appropriate for the proper conduct of the
association's activities, and to make reasonable provision for the payment of pension
and/or other benefits for members of staff, ex-members of staff and their dependants.
(h) To engage such consultants and advisers as are considered appropriate from time to
time.
(i) To effect insurance of all kinds (which may include officers' liability insurance).
(j) To invest any funds which are not immediately required for the association's
activities in such investments as may be considered appropriate (and to dispose of, and
vary, such investments).
(k) To liaise with other voluntary sector bodies, local authorities, UK or Scottish
government departments and agencies, and other bodies, all with a view to furthering the
association's objects.
(l) To establish and/or support any other charitable body, and to make donations for
any charitable purpose falling within the association's objects.
(m) To form any charitable company with similar objects to those of the association,
and, if considered appropriate, to transfer to any such company (without any payment
being required from the company) the whole or any part of the association's assets and
undertaking.
(n) To take such steps as may be deemed appropriate for the purpose of raising funds
for the association's activities.
(o) To accept grants, donations and legacies of all kinds (and to accept any reasonable
conditions attaching to them).
(p) To do anything which may be incidental or conducive to the furtherance of any of
the association's objects.
General structure
4. The structure of the association shall consist of:-
(a) the MEMBERS - who have the right to attend the annual general meeting (and any
special general meeting) and have important powers under the constitution; in particular,
the members elect people to serve on the management committee and take decisions in
relation to changes to the constitution itself
(b) the MANAGEMENT COMMITTEE - who hold regular meetings during the period
between annual general meetings, and generally control and supervise the activities of the
association; in particular, the management committee is responsible for monitoring the
financial position of the association.
Qualifications for membership
5. Membership shall be open to [insert membership qualifications].
6. An employee of the association shall not be eligible for membership; a person who
becomes an employee of the association after admission to membership shall
automatically cease to be a member.
Application for membership
7. Any person who wishes to become a member must sign, and lodge with the
association, a written application for membership.
8. The management committee may, at its discretion, refuse to admit any person to
membership.
9. The management committee shall consider each application for membership at the first
management committee meeting which is held after receipt of the application; the
management committee shall, within a reasonable time after the meeting, notify the
applicant of its decision on the application.
Membership subscription
10. No membership subscription shall be payable.
Register of members
11. The management committee shall maintain a register of members, setting out the full
name and address of each member, the date on which s/he was admitted to membership,
and the date on which any person ceased to be a member.
Withdrawal from membership
12. Any person who wishes to withdraw from membership shall sign, and lodge with the
association, a written notice to that effect; on receipt of the notice by the association, s/he
shall cease to be a member.
Expulsion from membership
13. Any person may be expelled from membership by way of a resolution passed by
majority vote at a general meeting (meeting of members), providing the following
procedures have been observed:-
(a) at least 21 days' notice of the intention to propose the resolution must be given to
the member concerned, specifying the grounds for the proposed expulsion
(b) the member concerned shall be entitled to be heard on the resolution at the general
meeting at which the resolution is proposed.
General meetings (meetings of members)
14. The management committee shall convene an annual general meeting in each year
(but excluding the year in which the association is formed); not more than 15 months
shall elapse between one annual general meeting and the next.
15. The business of each annual general meeting shall include:(a) a report by the chair on the activities of the association
(b) consideration of the annual accounts of the association
(c) the election/re-election of members of the management committee, as referred to in
clause 30.
16. The management committee may convene a special general meeting at any time.
Notice of general meetings
17. At least 14 clear days' notice must be given (in accordance with clause 61) of any
annual general meeting or special general meeting; the notice must indicate the general
nature of any business to be dealt with at the meeting and, in the case of a resolution to
alter the constitution, must set out the terms of the proposed alteration.
18. The reference to "clear days" in clause 17 shall be taken to mean that, in calculating
the period of notice, the day after the notice is posted, and also the day of the meeting,
should be excluded.
19. Notice of every general meeting shall be given (in accordance with clause 61) to all
the members of the association, and to all the members of the management committee.
Procedure at general meetings
20. No business shall be dealt with at any general meeting unless a quorum is present; the
quorum for a general meeting shall be [ ] members, present in person.
21. If a quorum is not present within 15 minutes after the time at which a general meeting
was due to commence - or if, during a meeting, a quorum ceases to be present - the
meeting shall stand adjourned to such time and place as may be fixed by the chairperson
of the meeting.
22. The chair of the association shall (if present and willing to act as chairperson) preside
as chairperson of each general meeting; if the chair is not present and willing to act as
chairperson within 15 minutes after the time at which the meeting was due to commence,
the members of the management committee present at the meeting shall elect from
among themselves the person who will act as chairperson of that meeting.
23. The chairperson of a general meeting may, with the consent of the meeting, adjourn
the meeting to such time and place as the chairperson may determine.
24. Every member shall have one vote, which (whether on a show of hands or on a secret
ballot) must be given personally.
25. If there is an equal number of votes for and against any resolution, the chairperson of
the meeting shall be entitled to a casting vote.
26. A resolution put to the vote at a general meeting shall be decided on a show of hands
unless a secret ballot is demanded by the chairperson (or by at least two members present
in person at the meeting); a secret ballot may be demanded either before the show of
hands takes place, or immediately after the result of the show of hands is declared.
27. If a secret ballot is demanded, it shall be taken at the meeting and shall be conducted
in such a manner as the chairperson may direct; the result of the ballot shall be declared
at the meeting at which the ballot was demanded.
Maximum number of management committee members
28. The maximum number of members of the management committee shall be:
[ ].
Eligibility
29. A person shall not be eligible for election/appointment to the management committee
unless he/she is a member of the association.
Election, retiral, re-election
30. At each annual general meeting, the members may (subject to clause 28) elect any
member to be a member of the management committee.
31. The management committee may at any time appoint any member to be a member of
the management committee (subject to clause 28).
32. At each annual general meeting, all of the members of the management committee
shall retire from office - but shall then be eligible for re-election.
Termination of office
33. A member of the management committee shall automatically vacate office if:(a) he/she becomes debarred under any statutory provision from being involved in the
management or control of a charity
(b) he/she becomes incapable for medical reasons of fulfilling the duties of his/her
office and such incapacity is expected to continue for a period of more than six months
(c) he/she ceases to be a member of the association
(d) he/she becomes an employee of the association
(e) he/she resigns office by notice to the association
(f) he/she is absent (without permission of the management committee) from more than
three consecutive meetings of the management committee, and the management
committee resolve to remove him/her from office.
Register of management committee members
34. The management committee shall maintain a register of management committee
members, setting out the full name and address of each member of the management
committee, the date on which each such person became a management committee
member, and the date on which any person ceased to hold office as a management
committee member.
Officebearers
35. The management committee members shall elect from among themselves a chair, a
treasurer and a secretary, and such other office bearers (if any) as they consider
appropriate.
36. All of the office bearers shall cease to hold office at the conclusion of each annual
general meeting, but shall then be eligible for re-election.
37. A person elected to any office shall cease to hold that office if he/she ceases to be a
member of the management committee or if he/she resigns from that office by written
notice to that effect.
Powers of management committee
38. Except as otherwise provided in this constitution, the association and its assets and
undertaking shall be managed by the management committee, who may exercise all the
powers of the association.
39. A meeting of the management committee at which a quorum is present may exercise
all powers exercisable by the management committee.
Personal interests
40. A member of the management committee who has a personal interest in any
transaction or other arrangement which the association is proposing to enter into, must
declare that interest at a meeting of the management committee; he/she will be debarred
(in terms of clause 51) from voting on the question of whether or not the association
should enter into that arrangement.
41. For the purposes of clause 40, a person shall be deemed to have a personal interest in
an arrangement if any partner or other close relative of his/hers or any firm of which
he/she is a partner or any limited company of which he/she is a substantial shareholder or
director, has a personal interest in that arrangement.
42. Provided he/she has declared his/her interest - and has not voted on the question of
whether or not the association should enter into the relevant arrangement - a member of
the management committee will not be debarred from entering into an arrangement with
the association in which he/she has a personal interest (or is deemed to have a personal
interest under clause 41) and may retain any personal benefit which he/she gains from
his/her participation in that arrangement.
43. No member of the management committee may serve as an employee (full time or
part time) of the association, and no member of the management committee may be given
any remuneration by the association for carrying out his/her duties as a member of the
management committee.
44. The members of the management committee may be paid all travelling and other
expenses reasonably incurred by them in connection with their attendance at meetings of
the management committee, general meetings, or meetings of committees, or otherwise in
connection with the carrying-out of their duties.
Procedure at management committee meetings
45. Any member of the management committee may call a meeting of the management
committee or request the secretary to call a meeting of the management committee.
46. Questions arising at a meeting of the management committee shall be decided by a
majority of votes; if an equality of votes arises, the chairperson of the meeting shall have
a casting vote.
47. No business shall be dealt with at a meeting of the management committee unless a
quorum is present; the quorum for meetings of the management committee shall be [ ].
48. If at any time the number of management committee members in office falls below
the number fixed as the quorum, the remaining management committee member(s) may
act only for the purpose of filling vacancies or of calling a general meeting.
49. Unless he/she is unwilling to do so, the chair of the association shall preside as
chairperson at every management committee meeting at which he/she is present; if the
chair is unwilling to act as chairperson or is not present within 15 minutes after the time
when the meeting was due to commence, the management committee members present
shall elect from among themselves the person who will act as chairperson of the meeting.
50. The management committee may, at its discretion, allow any person who they
reasonably consider appropriate, to attend and speak at any meeting of the management
committee; for the avoidance of doubt, any such person who is invited to attend a
management committee meeting shall not be entitled to vote.
51. A management committee member shall not vote at a management committee
meeting (or at a meeting of a committee) on any resolution concerning a matter in which
he/she has a personal interest which conflicts (or may conflict) with the interests of the
association; he/she must withdraw from the meeting while an item of that nature is being
dealt with.
52. For the purposes of clause 51, a person shall be deemed to have a personal interest in
a particular matter if any partner or other close relative of his/hers or any firm of which
he/she is a partner or any limited company of which he/she is a substantial shareholder or
director, has a personal interest in that matter.
Delegation to sub-committees
53. The management committee may delegate any of their powers to any sub-committee
consisting of one or more management committee members and such other persons (if
any) as the management committee may determine; they may also delegate to the chair of
the association (or the holder of any other post) such of their powers as they may consider
appropriate.
54. Any delegation of powers under clause 53 may be made subject to such conditions as
the management committee may impose and may be revoked or altered.
55. The rules of procedure for any sub-committee shall be as prescribed by the
management committee.
Operation of accounts and holding of property
56. The signatures of two out of three signatories appointed by the management
committee shall be required in relation to all operations (other than lodgement of funds)
on the bank and building society accounts held by the association; at least one out of the
two signatures must be the signature of a member of the management committee.
57. The title to all property (including any land or buildings, the tenant's interest under
any lease and (so far as appropriate) any investments) shall be held either in the names of
the chair, treasurer and secretary of the association (and their successors in office) or in
name of a nominee company holding such property in trust for the association; any
person or body in whose name the association's property is held shall act in accordance
with the directions issued from time to time by the management committee.
Minutes
58. The management committee shall ensure that minutes are made of all proceedings at
general meetings, management committee meetings and meetings of committees; a
minute of any meeting shall include the names of those present, and (as far as possible)
shall be signed by the chairperson of the meeting.
Accounting records and annual accounts
59. The management committee shall ensure that proper accounting records are
maintained in accordance with all applicable statutory requirements.
60. The management committee shall prepare annual accounts, complying with all
relevant statutory requirements; if an audit is required under any statutory provisions or if
they otherwise think fit, they shall ensure that an audit of such accounts is carried out by
a qualified auditor.
Notices
61. Any notice which requires to be given to a member under this constitution shall be in
writing; such a notice may either be given personally to the member or be sent by post in
a pre-paid envelope addressed to the member at the address last intimated by him/her to
the association.
Dissolution
62. If the management committee determines that it is necessary or appropriate that the
association be dissolved, it shall convene a meeting of the members; not less than 21
days' notice of the meeting (stating the terms of the proposed resolution) shall be given.
63. If a proposal by the management committee to dissolve the association is confirmed
by a two-thirds majority of those present and voting at the general meeting convened
under clause 62, the management committee shall have power to dispose of any assets
held by or on behalf of the association - and any assets remaining after satisfaction of the
debts and liabilities of the association shall be transferred to some other charitable body
or bodies having objects similar to those of the association; the identity of the body or
bodies to which such assets are transferred shall be determined by the members of the
association at, or prior to, the time of dissolution.
64. For the avoidance of doubt, no part of the income or property of the association shall
(otherwise than in pursuance of the association's charitable objects) be paid or transferred
(directly or indirectly) to the members, either in the course of the association's existence
or on dissolution.
Alterations to the constitution
65. Subject to clause 66, the constitution may be altered by a resolution passed by not less
than two-thirds of those present and voting at a general meeting, providing due notice of
the meeting, and of the resolution, is given in accordance with clauses 17, 18 and 19.
66. No amendment to clauses 2, 43, 63 or 64 of the constitution may be made if the effect
would be that the association would cease to be a charity.
Interpretation
67. For the purposes of this constitution, "charitable" shall be interpreted as charitable
within the meaning of section 505 of the Income and Corporation Taxes Act 1988
(including any statutory amendment or re-enactment of the provisions of that section);
"charity" shall be interpreted accordingly.
Initial members of the management committee
68. The initial members of the management committee, and the positions held by each,
shall be as set out below.
This constitution was adopted on [
]
Signature
Name
Address
Position
BOLT-ON PROVISIONS
SUPPLEMENT 1 - Membership by incorporated bodies
1. Amend clause 5:5. Membership shall be open to
(a) any individual who [insert membership qualifications]
(b) any corporate body which [insert membership qualifications]
2. Amend clause 7:7. Any person or body who/which wishes to become a member must sign, and lodge
with the association, a written application for membership; in the case of a corporate
body, the application must be signed by an appropriate officer of that body.
3. Amend clause 8 -any person or body.
4. Amend clause 11 - he/she/it and any person or body
5. Amend clause 12:
12 Any person or body who/which wishes to withdraw from membership shall sign (in
the case of a corporate body, through an appropriate officer), and lodge with the
association, a written notice to that effect; on receipt of the notice by the association,
he/she/it shall cease to be a member.
6. Amend clause 13 - Any person or body.
7. Amend clause 20:-
20. No business shall be dealt with at any general meeting unless a quorum is present;
the quorum for a general meeting shall be [ ] members, present in person or (in the case
of members which are corporate bodies) present via their duly authorised representatives.
8. Amend clause 24:24. Every member shall have one vote, which (whether on a show of hands or on a
secret ballot) must be given personally or (in the case of a member which is a corporate
body) given via its duly authorised representative present at the meeting.
9. Add immediately after clause 24:24A. A member which is a corporate body shall be entitled to authorise an individual
to attend and vote at general meetings; he/she will then be entitled to exercise the same
powers on behalf of the body which he/she represents as that body could have exercised
if it had been an individual member of the association.
10. Amend clause 29:29. A person shall not be eligible for election/appointment to the management
committee unless he/she is a member of the association or has been nominated for
election/appointment to the management committee by a member which is a corporate
body.
11. Insert immediately after clause 29:29A. A person shall not be eligible for election/appointment to the management
committee if he/she is an employee of the association.
12. Add immediately after clause 31:31A. A member which is a corporate body may (subject to clause 31B) nominate any
individual for election/appointment to the management committee; he/she will then be
deemed to be a member of the association for the purposes of clauses 30 and 31.
31B No more than one individual nominated under clause 31A by each corporate
member may serve as a member of the management committee at any given time.
13. Amend paragraph (c) of clause 33:(c) he/she ceases to be a member of the association or (if he/she was nominated by a
corporate body) the corporate body which nominated him/her ceases to be a member of
the association
14. Amend clause 34:-
34 The management committee shall maintain a register of management committee
members, setting out the full name and address of each member of the management
committee, the name of the corporate member which nominated each management
committee member (if applicable), the date on which each such person became a
management committee member, and the date on which any person ceased to hold office
as a management committee member.
15. Amend clause 61 - him/her/it.
SUPPLEMENT 2 - Membership by unincorporated bodies
1. Amend clause 5:5. Membership shall be open to
(a) any individual who [insert membership qualifications]
(b) any individual who has been nominated for membership by an unincorporated body
which [insert membership qualifications]
2. Add immediately after clause 5:5A No more than one individual nominated under paragraph (b) of clause 5 by each
unincorporated body may be a member of the association at any given time.
3. Amend clause 7:7. Any person who wishes to become a member must sign, and lodge with the
association, a written application for membership; in the case of an application under
paragraph (b) of clause 5, the application must also be signed by an appropriate
officebearer of the unincorporated body which is nominating him/her for membership.
4. Amend clause 11:11. The management committee shall maintain a register of members, setting out the
full name and address of each member, the date on which he/she was admitted to
membership and the date on which any person ceased to be a member; in the case of a
member who was admitted under paragraph (b) of clause 5, the entry against his/her
name shall also include details of the unincorporated body which nominated him/her for
membership.
5. Add immediately after clause 12:12A. An unincorporated body which has nominated an individual for membership may
withdraw its nomination at any time by written notice to the association to that effect; on
receipt of the notice by the association, the individual in question shall automatically
cease to be a member of the association.
SUPPLEMENT 3 - Co-opted management committee members
1. Amend clause 28:"28. The maximum number of members of the management committee shall be [ ]; out
of that, no more than [ ] shall be members of the management committee who were coopted under the provisions of clauses 32A and 32B."
2. Amend clause 29:"29 A person shall not be eligible for election/appointment to the management
committee under clauses 30, 31 and 32 unless he/she is a member of the association; a
person appointed to the management committee under clauses 32A and 32B need not,
however, be a member of the association."
3. Insert immediately after clause 29:"29A A person shall not be eligible for election/appointment to the management
committee if he/she is an employee of the association."
4. Amend clause 32:"32 At each annual general meeting, all of the members of the management committee
elected/appointed under clauses 30 and 31 shall retire from office - but shall then be
eligible for re-election."
5. Insert immediately after clause 32:"Appointment/re-appointment of co-opted management committee members
32A. In addition to their powers under clause 31, the management committee may at
any time appoint any non-member of the association to be a member of the management
committee (subject to clause 28) either on the basis that he/she has been nominated by
[insert name of body or bodies or simply state "a body with which the association has
close contact in the course of its activities"] or on the basis that he/she has specialist
experience and/or skills which could be of assistance to the management committee.
32B At each annual general meeting, all of the members of the management committee
appointed under clause 32A shall retire from office - but shall then be eligible for reappointment under clause 32A."
6. Amend paragraph (c) of clause 33:"(c) (in the case of a member of the management committee elected/appointed under
clauses 30, 31 and 32) he/she ceases to be a member of the association"
SUPPLEMENT 4 - Some, but not all, elected management committee members to retire
each year
1. Amend clause 32:-
"32. At the first annual general meeting, one third (to the nearest round number) [or
insert a specific number] of the management committee members [disregarding for this
purpose those appointed under clause 32A] shall retire from office; the question of which
of them is to retire shall be determined by some random method."
2. Insert immediately after clause 32:"32AA At each annual general meeting (other than the first)
(a) any management committee members appointed under clause 31 during the
period since the preceding annual general meeting shall retire from office
(b) out of the remaining members of the management committee [disregarding for
this purpose those appointed under clause 32A], one third (to the nearest round number)
[or insert a specific number] shall retire from office.
32AB The members of the management committee to retire under paragraph
(b) of clause 32AA shall be those who have been longest in office since they were
last elected or re-elected; as between persons who were last elected/re-elected on the
same date, the question of which of them is to retire shall be determined by some random
method.
32AC A member of the management committee who retires from office under clause
32 or 32AA shall be eligible for re-election."
SUPPLEMENT 5 Maximum period in office for management committee members
1. Add immediately after clause 29:29A A person who has served on the management committee for a period of [ ] years
shall automatically vacate office on expiry of that [ ] year period and shall then not be
eligible for re-election until a further year has elapsed.
29B For the purposes of clause 29A
(a) the period from the date of the formation of the association to the first annual
general meeting shall be deemed to be a period of one year, unless it is of less than six
months’ duration (in which case it shall be disregarded)
(b) the period between the date of appointment of a management committee member
and the annual general meeting which next follows shall be deemed to be a period of one
year, unless it is of less than six months’ duration (in which case it shall be disregarded)
(c) the period between one annual general meeting and the next shall be deemed to
be a period of one year
(d) if a management committee member ceases to hold office but is reappointed to
that office within a period of six months, he/she shall be deemed to have held office as a
member of the management committee continuously.
2. Amend clause 32:
32 At each annual general meeting, all of the members of the management committee
shall retire from office but shall then (subject to clause 29A) be eligible for re-election.
also amend clause 32B (if applicable)
32B At each annual general meeting, all of the members of the management committee
appointed under clause 32A shall retire from office but shall then be eligible (subject to
clause 29A) for re-appointment under clause 32A.
SUPPLEMENT 6 Outside body having right to representation on management committee
1. Amend clause 29:29. A person shall not be eligible for election/appointment to the management
committee under clauses 30, 31 and 32 unless he/she is a member of the association; a
person appointed to the management committee under clause 32A need not, however, be
a member of the association.
2. Insert immediately after clause 29:29A. A person shall not be eligible for election/appointment to the management
committee if he/she is an employee of the association.
3. Amend clause 32:32. At each annual general meeting, all of the members of the management committee
(other than any member of the management committee appointed under clause 32A) shall
retire from office but shall then be eligible for re-election.
4. Add immediately after clause 32:Appointment of management committee members nominated by [name of body]
32A. [Insert name of body] shall be entitled to nominate any person to serve on the
management committee; the management committee shall, at the management committee
meeting which follows receipt of any such notice, appoint the individual named in the
notice (subject to clause 32B) as a member of the management committee with
immediate effect.
32B No more than one person nominated under clause 32A may serve as a member of
the management committee at any given time.
32C For the avoidance of doubt, a member of the management committee appointed
under clause 32A shall not require to retire from office at any annual general meeting.
5. Amend paragraph (c) of clause 33:(c) (except in the case of a member of the management committee appointed under
clause 32A) he/she ceases to be a member of the association
6. Add immediately after paragraph (c) of clause 33:(d) (in the case of a member of the management committee appointed under clause
32A) [insert name of body] withdraws his/her nomination by written notice to the
association to that effect.
SUPPLEMENT 7 Annual membership subscription
1. Amend clause 7:7. Any person who wishes to become a member must sign, and lodge with the
association, a written application for membership; the application must be accompanied
by a remittance to meet the annual membership subscription.
2. Amend clause 9:9. The management committee shall consider each application for membership at the
first management committee meeting which is held after receipt of the application (and
accompanying remittance); the management committee shall, within a reasonable time
after the meeting, notify the applicant of its decision on the application and, if the
decision was to refuse admission, shall return to the applicant the remittance lodged by
him/her under clause 7.
3. Amend clause 10:10. Members shall require to pay an annual membership subscription; unless and until
otherwise determined by the members, the amount of the annual membership
subscription shall be £[ ].
10A. The annual membership subscriptions shall be payable on or before [insert date]
in each year.
10B. The members may vary the amount of the annual membership subscription and/or
the date on which it falls due in each year, by way of a resolution to that effect passed at
an annual general meeting.
10C. If the membership subscription payable by any member remains outstanding
more than [ ] weeks after the date on which it fell due (and providing he/she has been
given at least one written reminder) the management committee may, by resolution to
that effect, expel him/her from membership.
10D. A person who ceases (for whatever reason) to be a member shall not be entitled
to any refund of the membership subscription.
SUPPLEMENT 8 Members’ power to require a special general meeting to be held
1. Add immediately after clause 16:16A. If a notice signed by ten or more members requesting a special general meeting is
received by the association, the management committee must convene a special general
meeting and on the basis that it must be held within six weeks from the date on which the
notice was received; a notice under the preceding provisions must set out the business
which is to be considered at the special general meeting.
SUPPLEMENT 9 Proxy voting
1. Amend clause 20:20. No business shall be dealt with at any general meeting unless a quorum is present;
the quorum for a general meeting shall be [ ] persons entitled to vote, each being a
member or a proxy for a member.
2. Amend clause 24:24. Every member shall have one vote, which (whether on a show of hands or on a
secret ballot) may be given either personally or by proxy.
3. Add immediately after clause 24:24A. A member who wishes to appoint a proxy to vote on his/her behalf at any
meeting must lodge with the association, prior to the time when the meeting commences,
a written proxy form, signed by him/her.
24B. A proxy need not be a member of the association.
24C. A member shall not be entitled to appoint more than one proxy to attend the same
meeting.
24D. A proxy appointed to attend and vote at any meeting instead of a member shall
have the same right as the member who appointed him/her to speak at the meeting.
4. Amend clause 26:26. A resolution put to the vote at a general meeting shall be decided on a show of
hands unless a secret ballot is demanded by the chairperson (or by at least two persons
present at the meeting and entitled to vote, whether as members or as proxies for
members); a secret ballot may be demanded either before the show of hands takes place,
or immediately after the result of the show of hands is declared.
Different organisation structures
Unincorporated Association
Despite the name, this is actually a legally recognised structure. It usually consists of a
management or executive committee and a number of members. The association
normally has a constitution, which sets out its aims and objectives and provides the terms
of reference which regulate the association's activities. The membership may attend
meetings (apart from the Committee meetings). The committee is normally elected during
the Annual General Meeting where members are nominated to serve as officers and
members of the Committee and members attending the meeting vote on these proposals.
The classic example of this kind of group is a local community association where there
will be a continuous membership, which represents the community. The members will
come together to co-operate on a project but not all the members will want to be involved
in the detail of everyday activity and will be happy for the Committee to take over these
responsibilities. This structure is ideal where there are no serious contractual obligations
(such as leases or full-time employees) for which the management committee members
could become liable.
Partnership
At its simplest, a partnership consists of two or more individuals who set up together in a
business activity, generally for profit. The partners share profits and losses and are jointly
and severally liable for liabilities of the partnership (i.e. they can become personally
bankrupt as a result of their partners' activities). It is necessary to have a partnership
agreement, although this need not be written. Any partnership applying for Lottery
funding will need to show evidence of a written partnership agreement.
Co-operative
This structure was very popular for many of the first community arts groups, which were
formed for the benefit of all members, perhaps without a core management team. There
are two legal structures for co-operatives, either the Friendly Society, or the Industrial
and Provident Society, regulated under different Acts of Parliament. The benefit of a cooperative is that there is some limited liability for those running them, and less rigid rules
than the Companies Act requirements. However, they can take some time to set up, and
can soon prove inappropriate for more complex businesses. It can be hard to operate if
there is no committee or hierarchy of members to take specific responsibilities. If you are
planning to set up this form of organisation it is worth thinking carefully about the
practical difficulties which might result.
Company
Companies can be constituted in two basic forms - the Company Limited by Shares and
the Company Limited by Guarantee. The first of these is the most common for
commercial organisations, where any profits can be distributed amongst the members or
shareholders who may also take the risk of losing money if the company fails. The
Company Limited by Guarantee is the most common solution for not-for-profit
organisations, such as arts groups, as the risk to the members is minimised. A Company
Limited by Guarantee can also be a charity.
Charity
A charity is an organisation set up for exclusively charitable purposes, which carries out
activities to achieve these purposes. A charity must be set up to help the public and not
particular individuals.
Charitable purposes can be broken down into these four main categories :
• the relief of the poor, handicapped and the aged;
• the advancement of education;
• the advancement of religion;
• other charitable purposes which help and benefit the community.
What is ICOM?
ICOM is the Industrial Common Ownership Movement Limited, a non-profit
membership organisation promoting and representing democratic employee owned
businesses throughout the UK.
Since 1971 it has pioneered the cause of democratic employee ownership, especially in
the form of worker co-operatives. It is also involved in developing other innovative forms
of co-operation, including an increasing number of co-operative consortiums made up of
small businesses or self-employed individuals.
What are worker co-operatives?
Co-operatives are businesses where the workforce takes collective responsibility for the
business which employs them, while enjoying fair reward from the profits which they
create.
There are co-operative enterprises throughout the UK and many more throughout the
world. Their constitutions embody internationally recognised co-operative principles.
Most important are the principles that all employees should be members, and that
ultimate control of the business lies with the members on the basis of one member one
vote.
What is special about co-operative enterprises?
*
Co-operatives are locally owned, creating and retaining profits and jobs within their
communities.
*
Co-operatives are democratically controlled, putting into practice the principles of
social justice and equal opportunity.
*
Co-operatives operate in the competitive market, and combine commercial and social
objectives.
*
Co-operatives are not controlled by remote shareholders seeking short-term gain.
*
Co-operatives can be found in every sector of the economy: from coal to construction,
from computers to caring and catering. They range from businesses with just a few
members to those with a workforce of many hundreds. The way they organise their
business and management systems differs widely, but all adhere to the same co-operative
principles.
Co-operative principles
The International Co-operative Alliance lays down the co-operative principles by which
co-operatives put their values into practice. In summary these are:
1. Voluntary and Open Membership
Co-operatives are open to all persons without gender, social, racial, political or religious
discrimination.
2. Democratic Member Control
Co-operatives are democratic organisations controlled by their members, who set their
policies and make decisions.
3. Member Economic Participation
Members contribute equitably to, and democratically control, the capital of their cooperative. At least part of that capital is usually the common property of the co-operative.
Members usually receive limited return, if any, on capital subscribed.
4. Autonomy and Independence
Co-operatives are autonomous organisations controlled by their members. If they enter
into agreements with other organisations, including governments, or raise capital from
external sources, they do so on terms that ensure democratic control by their members
and maintain their co-operative autonomy.
5. Education, Training and Information
Co-operatives provide education and training for their members so they can contribute
effectively to the development of their co-operatives. They inform the general public particularly young people and opinion leaders - about the nature and benefits of cooperation.
6. Co-operation among Co-operatives
Co-operatives serve their members most effectively and strengthen the co-operative
movement by working together through local, national, regional and international
structures.
7. Concern for Community
Co-operatives work for the sustainable development of their communities.
Tower Hamlets Co op dev agency
7/15 Greatorex Street | London E1 5NF | Tel: 020 7247 1056 | Fax: 020 7247 1426 |
Email: info@co-operation.coop
Greenwich CDA
Address
The Forum@Greenwich, Trafalgar Road, Greenwich,
London SE10 9EQ.
Phone 020 8269 4880
Fax
020 8269 4899
Contact
Lorraine Townsend
Lambeth CDA
The Co-op Centre
Unit 5
11 Mowll Street
London SW9 6BG
T: 020 7582 0003
E: lambeth.cda@geo2.poptel.org.uk
Southwark CDA
42 Braganza Street
London SE17 3RJ
T: 020 7735 6066
E: southwark-cda@geo2.poptel.org.uk
Social Enterprises
The DTI Social Enterprise Unit write:
"A social enterprise is, first and foremost, a business. That means it is engaged in some
form of trading, but it trades primarily to support a social purpose. Like any business, it
aims to generate surpluses, but it seeks to reinvest those surpluses principally in the
business or in the community to enable it to deliver on its social objectives. It is,
therefore, not simply a business driven by the need to maximise profit to shareholders or
owners.
"Social enterprises are diverse and operate at many levels. They include local community
enterprises, social firms, mutual organisations such as co-operatives, and large-scale
organisations operating nationally or internationally. What they have in common is a
commitment to meeting the social and financial double bottom line, with some adding a
third - environmental.
"While some social enterprises start off as businesses, most are in transition from their
beginnings as voluntary sector organisations, dependant largely on grants and volunteers,
and working to increase traded income. A recent National Council for Voluntary
Organisations' (NCVO) report said that up to 35% of general registered charity income is
derived from trading activities.
"There is no single legal model for social enterprise. They include companies limited by
guarantee, industrial and provident societies, and companies limited by shares. Some
organisations are unincorporated and others are registered charities.
Cam Uni Sample Constitution
You may copy this constitution and edit it for your own use. Select 'Save as' from the File
menu of your web browser and save the file as text to your local computer.
The Cambridge University Root Vegetable Appreciation Society
1. The name of the Society shall be: "The Cambridge University Root Vegetable
Society".
2. The Society's aim shall be: To hold a termly moot for Root Vegetable enthusiasts in
Cambridge and to promote the fair treatment of all Root Vegetables.
3. Membership of the Society shall be extended to all members of the University and
any others who may apply to the Committee. There shall be an annual fee for
membership, which shall be fixed by the Committee. The Committee shall have the right
to offer honorary membership (free) and life membership (for a fee) to any carrot as it
sees fit. It shall not refuse an application for membership on the grounds of race, sex,
sexual orientation, religion, political views or dislike of Broccoli. It may, however, expel
any member for behaviour likely to bring the Society in disrepute. All members shall
have full voting rights at Society meetings.
4. Ordinary Meetings shall be held fortnightly during Full Term. Each member shall be
required to be accompanied by at least one Root vegetable of their choosing. The Annual
General Meeting of the Society shall be held each year in the first half of the Lent Term.
The time and venue of this meeting will be determined and publicised by the Committee
at least fourteen Full Term days beforehand.
5. The Committee shall be elected at the AGM. Nominations for the Committee must
be submitted to the Secretary on a potato at least three Full Term days before the AGM.
Any member of the Society may be nominated for any Committee post by two other
members of the Society. There may be hustings at the AGM. Votes shall be counted by
two persons chosen at the AGM and who are not candidates for Committee posts. The
election and count shall be conducted using the Single Transferable Vote system. The
Committee may at its discretion co-opt additional Committee members to itself where is
perceives the need, or to fill vacancies that may arise.
6. The Committee shall consist of: President, Secretary, Treasurer, and two Officers
without allotment, whose responsibilities shall be the day-to-day running of the Society.
7. A Senior Treasurer shall be appointed by the Committee each year to audit the
Society's accounts and dig the garden. The Senior Treasurer shall not be liable for any
financial debt of other obligations of the Society, unless the Senior Treasurer has
personally authorised such a debt in writing.
8. Amendments to this Constitution may be proposed by any six members of the
Society, and must be submitted to the Secretary in writing. This Constitution may only be
amended at an AGM, or a meeting specially called for the purpose. No vote on a
constitution amendment shall be valid unless at least one quarter of the Society's
membership is present at the meeting and the vote is carried out in the presence of an
adult Aubergine.
9. On dissolution, all assets of the Society shall be paid to the Societies Syndicate for
the benefit of other societies with an enthusiasm for vegetables (root or other).
THE EXPLODING CINEMA COLLECTIVE AGREEMENT
1. The EXPLODING CINEMA COLLECTIVE is committed to D.I.Y.Cinema and
film/video. The core activity of the collective is organising regular open access noncurated shows. The ideas, projects and methods developed by the Exploding Cinema are
copyright free, anyone can use them just as anyone can make a film/video, but any
collective show that uses the Exploding Cinema name must first be approved by the
majority of the collective. We oppose the elitism, academicism, industrialism and
obscurity of the traditional 'Independent' film/video sector and welcome contributions
from all film/video/performance practises from the popular to the experimental. We aim
to find a diverse popular audience for our screenings and to break down the limiting
divisions between maker and audience, theory and practise, amateur and professional.
The Collective opposes State funding for film production ( B.F.I., the Film Council, the
Arts Council, L.F.V.D.A etc..) since it is undemocratic, elitist and harmful to open
access/D.I.Y.cinema. Instead, we advocate the transfer of state funding from production
to exhibition/distribution. The only exception to this would be state production funding
which is demonstrably democratic, equitable and just. The Collective will at all times
strive for financial and institutional autonomy and will under no circumstances seek or
accept state funding for its activities.
2. The Collective is committed to non profit-making collective practise, equality of
opportunity, voluntary contribution and open access. This means that...
(a) Anyone can contribute to the EXPLODING CINEMA or become involved in itÕs
activities but to become a member of the collective with voting rights at general and subgroup meetings , it is necessary to read accept and sign this agreement. The rights and
privileges laid down in this agreement will then be given to members of the Collective.
Access to the resources, information and equipment of the Collective for non- members is
at the discretion of the Collective. If at a general meeting the Collective decides that a
member/s have deliberately broken this agreement, they will lose their voting rights and
the rights and privileges this agreement provides. They will no longer be a member of the
Collective.
(b) The Collective will hold regular meetings at which a chairperson will be elected
and decisions will be made by a simple majority vote of Collective members. Changes to
this agreement can only be made by a two thirds majority vote at a general meeting. To
call a GENERAL MEETING the organiser/s must actively take steps to contact every
member of the Collective and give at least a weeks notice of the meeting. Every member
of the Collective has the right to organise meetings and to express their opinions at
meetings.
(c) Every member of the Collective has the right to participate in the decision-making
processes that effect their chosen activities in the Collective.
(d) The Collective is not a monolithic block with a single ideology, it is rather a
coalition of diverse interests able to include many shades of opinion, working methods,
collective and individual projects.
(e) Every member of the Collective has access to the network of information, resources
and equipment owned by the Collective.
(f) Whenever possible, all opportunities and positions within the Collective will be
allocated by informed collective agreement and that this process should be rotational.
Every possible attempt will be made to rotate duties and positions and to avoid
heirarchial work practices.
(g) No wages are paid by the Collective except for specific and collectively agreed
contracts.
(h) All finance, equipment and information acquired by the Collective is held in
collective ownership by the Collective.
(i) The time/labour and resources put into the Collective by itÕs members is returned
to those members as the success of the Collective .The Collective is constituted for the
general benefit of filmmakers and the particular mutual benefit of it's membership. Work
conducted in the name of the Collective must be for the benefit of the Collective. No
single member or faction of the membership should seek personal success or profit
through the activities of the Collective. All finance, equipment and information acquired
by the Collective is held in collective ownership by the Collective.
(j) Every member and every perspective of the Collective will be given their own copy
of this agreement.
3. The Collective recognises that an essential way to provide low/no- budget makers with
effective distribution/exhibition is to promote and organise a nationwide circuit of
Exploding Cinema style venues.
4 The Collective will diversify into video distribution and finance and resources will be
made available for this purpose.
5. The Collective will diversify into skill sharing and training and resources will be made
available for this purpose.
6. The Collective will set up a register of resources/equipment available to
members/makers.
7. The Collective will/should find a way to recompense makers for their contribution to
the show.
8. The Collective has a NO - CENSORSHIP POLICY and will only preview work for
programming purposes.
9. The Collective will take active and effectively financed steps to recruit and renew the
broadest mix of membership / makers./audience in terms of gender, ethnicity, sexuality
and age possible. As a member of the Collective I undertake to uphold the principles and
conditions of this agreement and I understand that if I leave the Collective I will no
longer be granted the rights and privileges of the Collective .
Revised May 2002